Conditions to the Obligation of Seller Clause Samples

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing, any of which may be waived, in whole or in part, by Seller in its sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled:

Conditions to the Obligation of Seller. Unless waived in writing by Seller, the obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived in whole or in part by Seller: (a) Each of Parent and Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date; (b) The representations and warranties of each of Parent and Buyer in this Agreement that are qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case on and as of such earlier date), except for changes contemplated by this Agreement; (c) Parent shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Parent to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied; (d) Seller shall have received, or be satisfied that it will receive, evidence satisfactory to Seller, that all Credit Support Arrangements shall terminate prior to or contemporaneously with the Closing and Seller and its Affiliates shall cease to have any Liability or obligations thereunder or any obligation to provide additional credit support in respect of the Business following the Closing and that all collateral for such Credit Support Arrangements shall have been returned; (e) On the Closing Date, Buyer shall have delivered to Seller all of the documents required to be delivered pursuant to Section 3.4.

Conditions to the Obligation of Seller. The obligation of Seller to effect the Closing shall be subject to the satisfaction or waiver by Seller on or prior to the Closing Date of each of the following conditions: (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be so true and correct as of such date. (b) Buyer shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by Buyer at or before the Closing.

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction of each of the following conditions, any of which may be waived in writing by Seller: (a) The representations and warranties of Buyer (i) contained in Sections 3.1, 3.2 and 3.8 shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms as to materiality or material adverse effect, which representations and warranties as so qualified shall be true in all respects) in each case on the date hereof and on the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date (except for any representation or warranty made as of a specific date, which shall be so true and correct only as of such specific date); and (ii) set forth in Article III of this Agreement shall be true and correct in all respects (determined without regard to any qualifications or limitations as to materiality or material adverse effect), except, in the case of this clause (ii) for any failure(s) to be so true and correct that, individually or in the aggregate, has not had and would not be reasonably expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby or to comply with its obligations hereunder in a timely manner, in each case on the date hereof and on the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date (except for any representation or warranty made as of a specific date, which shall be so true and correct only as of such specific date); (b) Buyer shall have performed and complied in all material respects with its covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing; (c) Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, signed on its behalf by an appropriate senior officer thereof confirming the satisfaction of the conditions contained in paragraphs (a) and (b) of this Section 5.3; (d) The Access Agreement and the Transition Services Agreement shall remain in full force and effect and shall not have been breached by any party thereto (other than Seller); (e) Seller shall have received the certificates, documents and other items to be delivered to it pursuant to Section 1.2(b).

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing Date, of the following conditions (subject to the right of Seller to waive any such condition in writing): (a) The representations and warranties of Purchaser contained in this Agreement and in Purchaser's Ancillary Documents shall be true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects at and as of the Closing Date as if made on and as of the Closing Date; Purchaser shall have performed all of its obligations under this Agreement to be performed on or prior to the Closing Date; and Seller shall have received at the time of the Closing a certificate from Purchaser reasonably satisfactory in form to Seller certifying to the satisfaction of all of the conditions set forth in this Section 7.2(a). (b) No temporary restraining order or injunction shall be issued by any court or governmental body restraining or prohibiting, and no other Legal Requirement shall have come into effect making illegal, performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) Seller shall have received an opinion from counsel for Purchaser, substantially in the form attached hereto as EXHIBIT G (d) All consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any person or Authority in connection with the consummation of the transactions contemplated hereby shall have been obtained or made. (e) Purchaser shall have delivered to Seller (i) the funds set out in Section 2.2 of this Agreement, (ii) the Assumption Agreement executed by Purchaser, and (iii) the Seller Note. (f) All documents incident to the transactions contemplated in this Agreement shall be reasonably satisfactory in form and substance to Seller and its counsel, and Seller and its counsel shall have received all such counterpart originals or certificates or other copies of such documents as Seller or such counsel may reasonably request.

Conditions to the Obligation of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date, including, without limitation, compliance with the provisions of Section 2.4; (b) the representations and warranties of Buyer in this Agreement shall be true and correct in all material respects, as of the Closing Date with the same force and effect as though made at such time, except for changes contemplated by this Agreement; and (c) Buyer shall have furnished to Seller a certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer to the effect that all conditions set forth in Sections 7.2(a) and (b) have been satisfied.

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions contemplated to occur at the Closing shall be subject to the satisfaction or waiver thereby as of the Closing Date of each of the following conditions:

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transactions described in this Agreement is subject to the fulfillment prior to or at the closing of each of the following conditions (any of which may be waived by Seller): (a) All representations and warranties of each Purchaser hereunder shall be true and correct in all material respects as of the time of the closing. (b) Each Purchaser shall have paid or deposited in escrow its portion of the Purchase Price with respect to the portion of the Property being acquired pursuant to Section 3 and shall have performed or satisfied all other obligations under this Agreement it is required to perform pursuant to this Agreement. (c) Seller shall have received the Closing Documents required to be delivered by each Purchaser pursuant to Section 10.

Conditions to the Obligation of Seller. The obligation of Seller to consummate the transac tions contemplated hereby is subject to the fulfillment of the following conditions on or prior to the Closing Date, any of which may be waived, in whole or in part, by Seller in its sole discretion, and Purchaser shall use its best efforts to cause such conditions to be fulfilled: